In October 2009, the Publicity Club members voted to approve the latest version of the Club’s bylaws. Posted below in its entirety, the bylaws define our mission, goals and the process from which the Club operates. If you have any questions, please contact the Publicity Club’s president at firstname.lastname@example.org.
The Publicity Club of New England Organization Bylaws
(August 26, 2009)
The name of this not-for-profit 501(c)6 professional organization shall be The Publicity Club of New England, Inc.
The purpose of the Club is to advance the art and science of public relations in the public interest; to provide a forum for and encourage the exchange of professional knowledge among colleagues; and to promote high standards of practice.
Membership and Eligibility
Section I. Membership Levels. There are four levels of membership: individual, corporate, student, and life. The board of directors shall have the authority to define and revise membership levels and eligibility requirements.
Individual: Any individual who is currently in, retired from, or pursuing a career in a public relations, corporate/marketing communications, investor relations, public affairs or similar field, or who holds a bachelor’s degree from an accredited college or university in a communications discipline is eligible to join. Instructors of communications at accredited institutions of higher education are also eligible.
Corporate: Any company or corporate department engaged in public relations work is eligible to join as a corporate member and designate employees to act as its active members. Memberships are transferable among employees only. The three levels of corporate membership are: gold, silver and bronze. The three corporate membership levels allow for 12, eight, or four members, respectively, and are priced to provide savings to the company or corporate department.
Student: Any full-time, matriculating college student majoring in a communications-related subject is eligible for a non-voting student membership. Student memberships are offered at a reduced rate determined by the board of directors.
Life:. Presidents are automatically designated Life members upon the completion of their terms. Life members are exempt from payment of annual dues and retain voting privileges.
Section II – Member Rights and Privileges
With the exception of student memberships, members have the right to hold office and to vote on Club matters. The number of votes allocated to corporate-level members corresponds with their level of membership. All voting members, with the exception of Life members, must be current with their annual dues at the time of any Club-wide vote.
Section III – Member Application, Election, and Termination
(a) Application for membership in the Club shall be approved by the vice president of membership who shall have the authority to accept, reject, or seek board opinion concerning applications.
(b) Individual membership is conferred to a named person (even if membership dues are paid by that member’s employer). As such, membership rights accrue to the individual and are not be transferable within an agency, department, or firm .
(c) The board of directors may revoke the membership of any member Ð upon demonstration of just cause by a board member – upon a majority vote of the board of directors confirming the revocation.
Section IV. Non-discrimination. The Club shall adhere to a policy of non-discrimination on the basis of race, creed, religion, gender, disability, national origin, or sexual orientation.
Section 1. Dues. Annual dues rates shall be determined by vote of the board of directors. Renewal dues payments are due within 30 days after the previous year’s membership has expired. If payment is not received within such period, membership is revoked provided that the member has been duly notified.
Section 2. Nonpayment of Dues. Members with dues in arrears longer than 30 days shall cease to be a member and lose the right to vote, to hold office, to enjoy discounted, “member-only” rates, and other privileges of Club membership.
Section 3. Reinstatement. A person whose membership has been terminated for any reason may apply for reinstatement. Eligibility for reinstatement shall be the same as eligibility for new membership.
Officers and Board of Directors
The business and affairs of the Club shall be managed and controlled by a board of directors which shall be responsible for the general welfare of Club, to decide any matters requiring interpretation of the bylaws, to decide Club policies, to manage all programs and events presented to Club members throughout the year, and to present recommendations to the membership according to the established purposes and principles of the Club. The board shall not take action contrary to or inconsistent with these bylaws.
Section 1. Composition
The board of directors shall be comprised of the Club’s president, president-elect, secretary, treasurer, immediate past-president, seven (7) vice-presidents, and no more than eight (8) members-at-large. The president shall serve as chair of the board of directors.
Section 2. Terms of Office
(a) The president-elect, secretary, and directors shall serve for a period of one year beginning Sept.1, or until their successors are installed.
(b) The initial term of the treasurer shall be two years beginning Sept. 1. The treasurer may serve additional one-year terms if the Nominating Committee determines that there are no qualified candidates for the seat, provided that such nomination is ratified by a majority vote of the board of directors.
(c) The president-elect shall automatically become president after serving a one-year term as president-elect or in the event that the president position becomes vacant for any reason.
(d) Except for the treasurer, no officer having served a full one-year term shall serve a succeeding term in the same office. However, a member filling an unexpired term may be elected for a succeeding full term. If no other candidate is available to assume a position, the Nominating Committee may nominate or recommend that the officer continue serving in the same capacity for the following year, provided that such nomination is ratified by a majority vote of the board of directors.
(e) No director, with the exception of the at-large directors and the treasurer, shall hold the same seat for more than two consecutive terms unless the Nominating Committee determines there are no other nominated candidates for the seat.
Section 3. Board Eligibility
(a) To be eligible for a position on the board of directors, the candidate must be a member of the Club for at least two (2) years, including student memberships. The immediate president may waive this requirement if no other qualified candidates are available to serve.
(b) Candidates for officer positions must have served at least one full term as a director.
(c) No more than two (2) persons from the same agency or employer shall be nominated and elected to serve on the board during the same fiscal year.
Section 4. Vacancies and Succession
(a) In the event of the death, removal, resignation, or inability to serve of an officer or director, the board of directors may appoint a successor to serve the balance of the unexpired term with the exception of the president and vice president of Bell Ringer Awards.
(b) In the event that the president or vice president of Bell Ringer Awards is unable to serve the remainder of the term for which they were elected, the president-elect and vice president-elect of Bell Ringer Awards, respectively, shall assume those duties.
(c) If the presidency is vacated for any reason and the president-elect is unable to serve, the order of temporary succession shall be: the immediate past president, the treasurer, the secretary, and any director elected by majority vote of the board of directors.
(d) If the presidency-elect is vacated for any reason, the president shall request the Nominating Committee to nominate a replacement. The Nominating Committee shall present a recommendation to the board of directors. The board of directors, by majority vote, shall elect a replacement president-elect.
(e) In the event of the temporary absence or disability of the treasurer, the president shall assume temporary duties of the treasurer until the treasurer resumes his or her duties or a successor is installed.
(f) In the event that a director requests a temporary leave of absence from the board, the president shall appoint a replacement to serve in that director’s seat until the director returns. The replacement board member shall assume all the duties and responsibilities of the seat he or she occupies including the right to vote. During a leave of absence, the director shall cede his or her vote to the temporary successor until the director returns to the board after the temporary leave has concluded. The temporary leave of absence shall not exceed 12 weeks unless the president declares that a longer leave is warranted. Temporary leaves are restricted to vice presidents and at-large directors only.
(g) If a vice president tenders a resignation for the seat to which he or she was elected, that vice president may assume a vacant at-large seat if one is available but shall not be appointed to an officer seat or another vice president seat.
Section 5. Removal. In the event that an officer or director fails to perform the duties assigned by the president or the board, said officer or director may be subject to removal from the Club board of directors. Removals are primarily for cause and left to the sole discretion of the president of the Club, who shall consult with the immediate past president prior to making his or her decision. If the immediate past president is unavailable or has a conflict, the president shall consult with the president-elect. Failure to perform duties can range from absence from board meetings, inability to execute assigned tasks, or other similar reasons.
Section 6. Board Meetings
(a) The board of directors shall meet monthly, from September through May, with a minimum of five meetings per year. The place of the meeting shall be determined by the president. The board shall meet at the call of the president or three of its members. Notice of meetings shall be communicated to board members at least seven days prior to the meeting via e-mail. Board members are expected to attend at least 75 percent of board meetings, either in-person or by teleconference.
A majority of the board of directors shall constitute a quorum at all meetings of the board. Attendance in person or conference call shall be acceptable for a quorum.
Section 7. Compensation and Reimbursement
(a) No officer or director of the Club shall be entitled to any salary or other compensation from the Club for services rendered during the term of office.
(b) The treasurer is authorized to reimburse any member of the board of directors for expenses incurred in connection with the performance of Club duties on behalf of the Club provided that the treasurer has authorized the expense prior to it being incurred. Mileage, parking or other transportation fees in connection with regular meetings and programs are not covered by this provision.
(c) No person shall incur financial obligation on behalf of the Club without prior authorization by the president and/or board of directors.
Section 8. Duties of Officers
The officers of the Club shall be the president, president-elect, secretary, treasurer, and immediate past president. They shall have the following duties:
(a) President. The president shall preside at all meetings of the Club and the board of directors. The president shall be an ex officio member of all committees. The president shall be responsible for all management activities of the board and oversee all board positions. The president will participate in and direct all financial, administrative, and managerial decisions made on behalf of the Club and shall perform all other duties incident to the office. The president shall also be the manager of the Club’s executive director.
(b) President-Elect. The president-elect, in the absence or disability of the president, shall exercise the power and perform the duties of the president; shall preside at all meetings of the board of directors in the president’s absence; and shall perform such duties as may be assigned by the board of directors or the president.
(c) Treasurer. The treasurer is responsible for planning and managing the Club’s monies in collaboration with the president and executive director, and subject to the control of the board of directors. The treasurer shall prepare quarterly reports for the Executive Committee; shall disburse funds from the treasury and serve as co-signer on all Club accounts; shall advise on financial decisions including asset purchases and investments; shall oversee all financial activity conducted by the executive director; shall render an annual financial statement to the Club members; and shall cooperate fully with Club auditors and provide all financial records to said auditors for inspection. The treasurer shall also assist in preparation of all relevant filings to state and federal regulators as required by law.
(d) Secretary. The secretary shall keep or cause to be kept the records and minutes of all meetings of the Club and the board of directors; shall maintain or cause to be maintained the membership roster; shall perform all duties customarily pertaining to the office of secretary, subject to the control of the board of directors; shall issue notice of all meetings; and shall perform communication activities as requested by the president and executive director.
(e) Immediate Past President. The immediate past president is an ex officio member of the board. The immediate past president shall serve as chairperson of the Nominating Committee, and prepare the candidate roster in accordance with the bylaws.
Section 9. Duties of Directors
The Club shall have seven permanent seats on the board of directors as follows: vice president of membership, vice president of programs, vice president of awards, vice president-elect of awards, vice president of member communications, vice president of interactive and social media, and vice president of student liaison. The directors shall conduct the business they have been assigned as designated in their respective job descriptions.
The chair of any committee shall report its activities regularly to the board of directors. All committee activities are subject to approval by the board of directors.
Section 1. Nominating Committee.
(a) The president, president-elect, treasurer, secretary, and immediate past president shall comprise the Nominating Committee. The immediate past president shall serve as chair of the committee.
(b) In the event the immediate past president is unable or unwilling to serve as chair, the president shall serve as chair.
(c) In June of each year, the Nominating Committee shall nominate a slate of qualified officers and directors for the successive fiscal year. It shall ensure that each nominee has consented to serve if elected.
(d) The secretary shall transmit a written list of the nominees to all members of the Club at least 30 days prior to the annual vote.
(e) If a nominee dies or declines to serve in the period of time between nomination and the annual vote, the Nominating Committee shall make a substitute nomination before the annual vote.
Section 2. Executive Committee
(a) The Club shall have a standing Executive Committee comprised of the following officers: president, president-elect, treasurer, secretary and immediate past president. The president shall serve as chair of the Executive Committee. The Executive Committee will meet two to four times a year, as necessary.
(b) The treasurer shall advise the Executive Committee on the development and presentation of the annual budget to the board.
(c) The Executive Committee shall serve as a consultative body to the president in regard to the compensation of the executive director and any other employee(s).
(d) The Executive Committee shall provide the board with recommendations relating to any significant financial decisions and expenditures.
(e) The Executive Committee shall be convened to discuss confidential and sensitive matters as determined by the president.
Section 3. Other Committees
The board of directors may appoint committees and special committees as the board may deem necessary. The board of directors shall determine the duties of any such group, its size and tenure. All committees and special committees shall be subject to the control of the board of directors and serve at the pleasure of the president.
Annual Vote and General Meetings
(a) There shall be an annual vote of the Club’s membership, between August 1 and September 1, for the purpose of electing the new board.
(b) Members shall be given at least 14 days’ notice of this vote via e-mail and announcement on the Web site.
(c) Members are entitled to request that the board schedule a general meeting any time during the year to discuss matters of sufficient importance.
(d) Members may submit a request to attend a board of directors meeting to discuss a proposal or concern.
(e) Members shall be given the option of casting votes via blind electronic means.
Section 1. Fiscal Year. The fiscal year of the Club shall be from Sept. 1 through Aug. 31.
Section 2. Audit. The treasury of the Club shall be audited once per year by a certified public accountant to be engaged at the expense of the Club in amounts to be determined by the board of directors.
(a) Hiring. The board of directors may hire at-will employees to perform administrative duties.
(b) The executive director shall report to the Club president. The executive director serves as an ex officio member of the board and all committees and is not a voting member. The executive director shall be responsible for the implementation of policies set by the board of directors as well as the implementation of goals and objectives of the Club. Guidance and direction shall be provided by the president and the board of directors.
Section 1. Proposal of Amendments. Amendments to the Club’s bylaws may be proposed by:
(a)majority vote of the members of the Club at the annual vote;
(b)resolution of the board of directors; or
(c)a petition signed by at least two-thirds of the members on the current roster. The amendments shall be submitted to the board of directors which, in turn, shall distribute the proposed amendments together with the recommendations of the board to the general membership via mail or e-mail at least 14 days prior to the annual vote or e-mail ballot deadline.
Section 2. Voting. The bylaws may be amended by a two-thirds vote of the members provided such proposed amendment(s) have been approved by the board of directors and at least 14 days’ notice has been given to all members. Voting by e-mail or via special function of the Web site is permitted.